Job Description

The Corporate Counsel will serve as a key member of the corporate Legal team and will report into the Associate General Counsel for Corporate and M&A. This role will have primary responsibility for subsidiary governance, legal entity management, and corporate compliance matters, while also supporting mergers and acquisitions, special project transactions, and IP portfolio management.

The Corporate Counsel will also need to flex into other areas of legal work as the business may require from time to time, including commercial contracts, securities, Board support, and/or litigation support. The ideal candidate has a corporate and transactional background, has a roll-up-your-sleeves approach to work, and is eager to develop as a generalist in-house attorney.

WHAT YOU'LL DO

Corporate Governance and Entity Management

• Serve as the primary attorney responsible for legal entity management and subsidiary governance across the Company's portfolio of entities.
• Manage entity formation, maintenance, periodic filing and reporting requirements, including overseeing registered agent filings and ongoing secretary of state compliance.
• Draft subsidiary corporate documents, including resolutions, intercompany agreements, certificates, powers of attorney, and notices.
• Maintain officers and directors' lists and other internal resources, collaborating with internal teams and external vendors as needed.
• Partner with other Legal team members to develop and improve plans, processes, and best practices for corporate governance and entity management, as well as internal records and knowledge management.
• Assist with and respond to Know Your Client (KYC) requests from internal and external parties.
• Stay current on legislative, regulatory, and corporate governance developments and their potential impact on the Company.

M&A Transactions and Special Projects

• Support on M&A transactions, financing, and special project work, including transaction pipeline confidentiality agreements, due diligence and transaction documentation finalization.
• Assist with post-transaction integration/separation activities and other post-closing matters.
• Collaborate with cross-functional partners (Finance, Tax, HR, and others) on transaction-related and other corporate matters as needed.

IP Portfolio Management

• Assist in managing the Company's IP portfolio, including communications with external counsel and internal stakeholders on IP matters, maintenance of internal IP resources, and improvements to IP portfolio management and reporting processes.

General / Flex Support

• Provide overflow legal support on projects and responsibilities across the broader Legal team as the business requires, including, e.g., on business unit commercial contracts work, SEC and Board matters, and/or litigation management.
• Collaborate with Legal team members and other departments on periodic reporting requirements related to corporate entity changes, officer changes, M&A, and divestitures.
• Help identify legal and business risks and escalate issues appropriately to senior attorneys.

Qualifications

• Juris Doctor (J.D.) from an accredited law school.
• Active membership in at least one U.S. state bar in good standing.
• 3 plus years of legal experience in corporate transactions, corporate governance, entity management, or a closely related area, whether at a law firm or in-house legal department - ideally a combination of both.
• Outstanding written and verbal communication skills, with ability to translate complex legal concepts into practical guidance for non-legal audiences.
• Ability and willingness to manage multiple priorities simultaneously, balance administrative and substantive workstreams, and flex into different substantive legal areas.
• Motivated self-starter with utmost attention to detail and a service-oriented approach.
• Experience with, and enthusiasm for, integrating new technology tools into legal workflows.

Additional Information

The US base salary range for this full-time position is $125,000-$160,000 + bonus + medical, dental, vision benefits starting day 1 + 401k and PTO. Our salary ranges are determined by role, level, and location. Individual pay is determined by work location and additional factors, including job-related skills, experience, and relevant education or training. Your recruiter can share more about the specific salary range for your preferred location during the hiring process. (Full-time is defined as regularly working 30+ hours per week.)

All your information will be kept confidential according to EEO guidelines

Why work for Cornerstone Building Brands?

Our teams are at the heart of our purpose to positively contribute to the communities where we live, work and play. Full-time* team members receive** medical, dental and vision benefits starting day 1. Other benefits include PTO, paid holidays, FSA, life insurance, LTD, STD, 401k, EAP, discount programs, tuition reimbursement, training, and professional development.

*Full-time is defined as regularly working 30+ hours per week. **Union programs may vary depending on the collective bargaining agreement.